Based on the William Gibson play Two for the Seesaw, the plot focuses on a brief affair between Jerry Ryan, a young lawyer from Nebraska, and Gittel Mosca, a kooky, streetwise dancer from the Bronx. The musical numbers evoke colorful aspects of New York City life but have relatively little to do with the story. The most notable feature of the score's original orchestrations was their wide use of brass instruments.

The production faced seemingly insurmountable problems during its pre-Broadway tryout period, and when it reached Detroit, producers Joseph Kipness and Lawrence Kasha brought in Bennett for advice. He recommended they abandon the book by Michael Stewart and fire director Edwin Sherin and leading lady Lainie Kazan, who he felt was too hefty to portray a dancer convincingly. Upon agreeing to helm the show, Bennett recast most of the ensemble, convinced Robin Wagner to replace his original realistic design with a sleek, stylized set, had Coleman and Fields rework their score, and brought in Neil Simon to help him rewrite the book, although final credit went solely to Bennett.